Common use of Authority; No Violations Clause in Contracts

Authority; No Violations. (a) The Selling Shareholder has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder subject to the fulfillment of the conditions precedent set forth in Section 5.02 hereof. This Agreement and its execution and delivery by the Selling Shareholder have been duly authorized and approved by the Board of Directors or other appropriate committee of the Selling Shareholder and no other authorizations or approvals by the Selling Shareholder or any parent or affiliate of the Selling Shareholder are required for the Selling Shareholder to execute and deliver this Agreement and to consummate the Company Purchase. Subject to the fulfillment of the conditions precedent set forth in Section 5.02 hereof, this Agreement constitutes a valid and binding obligation of the Selling Shareholder, enforceable in accordance with its terms, except to the extent limited by general principles of equity, by public policy and by bankruptcy, insolvency, reorganization, liquidation, moratorium, readjustment of debt or other laws of general application relating to or affecting the enforcement of creditors' rights. (b) Neither the execution of this Agreement nor the consummation of the Company Purchase by the Selling Shareholder (with or without notice or lapse of time) (i) conflicts with or violates any provision of the Selling Shareholder's certificate of incorporation, by-laws or other corporate governance document, (ii) conflicts with or violates any law, statute, rule, regulation or governmental requirement or any court or administrative judgment, order, injunction, writ, directive or decree, (iii) conflicts with, results in a breach of or constitutes a default under any note, bond, indenture, mortgage, deed of trust, license, lease, contract, agreement, understanding, arrangement, commitment, instrument or other writing to which the Selling Shareholder is a party or by which the Selling Shareholder is subject or bound, (iv) gives any person, proprietorship, partnership, limited liability company, corporation (other than the Company), other entity or third party the right to acquire any of the Shares or any interest in any of the Shares, or (v) results in any lien, pledge, security interest, charge, claim, option, right of first refusal, right of conversion, exchange or purchase, or adverse claim or right being placed upon or relating to any of the Shares.

Authority; No Violations. (a) The Selling Shareholder Company has the requisite corporate power and corporate authority to enter into this Agreement and to carry out its obligations hereunder subject to the fulfillment of the conditions precedent set forth in Section 5.02 hereof. This Agreement and its execution and delivery by the Selling Shareholder have been duly authorized and approved by the Board of Directors or other appropriate committee of the Selling Shareholder and no other authorizations or approvals by the Selling Shareholder or any parent or affiliate of the Selling Shareholder are required for the Selling Shareholder to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions, subject to obtaining the Company PurchaseStockholder Approval (as defined in Section 3.17 hereof). Subject Both the execution and the delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, except for and subject to the fulfillment of Company Stockholder Approval. This Agreement has been duly executed and delivered by the conditions precedent set forth in Section 5.02 hereof, this Agreement Company and constitutes a valid and binding obligation of the Selling ShareholderCompany, enforceable against the Company in accordance with and subject to its terms, except subject to the extent limited by applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors' rights and general principles of equity, by public policy and by bankruptcy, insolvency, reorganization, liquidation, moratorium, readjustment of debt or other laws of general application relating to or affecting the enforcement of creditors' rights. (b) Neither Both the execution and the delivery of this Agreement nor the Transaction Documents by the Company do not, and the consummation of the Company Purchase by Transactions and compliance with the Selling Shareholder provisions hereof and thereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of the Company, require the consent or approval of any third party or otherwise result in a material detriment to the Company (any such conflict, violation, default, termination, cancellation, acceleration, right or detriment being a "Violation") under, any provision of (i) conflicts with the charter or violates any provision bylaws or other comparable organizational documents of the Selling Shareholder's certificate of incorporationCompany, by-laws or other corporate governance document, (ii) conflicts with assuming the Company Stockholder Approval, and other consents, approvals, authorizations, registrations, or violates permits and filings or notifications referred to in Section 3.3(c) below (the "Required Company Consents") are duly and timely obtained or made, any lawMaterial Contracts, statuteany Laws or Orders applicable to the Company, rule, regulation or governmental requirement or any court of its properties or assets, any permit, concession, franchise, license or other governmental authorization applicable to the Company, or any agreement, instrument, permit, concession, franchise or license applicable to the Company, other than, in the case of clause (ii) any such Violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any court, governmental, regulatory or administrative judgmentagency or commission or other governmental authority or instrumentality, orderdomestic or foreign (a "Governmental Entity"), injunctionis required by or with respect to the Company in connection with either the execution or the delivery of the Transaction Documents by the Company or the consummation by the Company of the Transactions, writexcept for: (i) the filing with the Securities and Exchange Commission (the "SEC") of a joint proxy statement/prospectus in preliminary and definitive form (the "Joint Proxy Statement/Prospectus") relating to the Company Stockholders Meeting (as defined in Section 6.3 below) to be held in connection with the Merger, directive or decreeand such other compliance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), as may be required in connection with the Transaction Documents and the Transactions; (ii) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the Maryland Department; (iii) conflicts with, results in a breach of or constitutes a default under any note, bond, indenture, mortgage, deed of trust, license, lease, contract, agreement, understanding, arrangement, commitment, instrument or other writing to which the Selling Shareholder is a party or by which the Selling Shareholder is subject or bound, filings with AMEX; (iv) gives such filings and approvals as may be required by any personapplicable state securities, proprietorship, partnership, limited liability company, corporation (other than the Company), other entity "blue sky" or third party the right to acquire any of the Shares or any interest in any of the Sharestakeover laws, or environmental laws; (v) results in any lienthe filing, pledgeif applicable, security interestof a pre-merger notification and report by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, chargeas amended (the "XXX Xxx"), claim, option, right of first refusal, right of conversion, exchange xxx the expiration or purchase, or adverse claim or right being placed upon or relating to any termination of the Sharesapplicable waiting period thereunder; and (vi) such consents, approvals, Orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Surviving Corporation or AHM following consummation of the Merger.

Authority; No Violations. (ai) The Selling Shareholder Such Seller has the all requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder subject to the fulfillment of the conditions precedent set forth in Section 5.02 hereof. This Agreement and its execution and delivery by the Selling Shareholder have been duly authorized and approved by the Board of Directors or other appropriate committee of the Selling Shareholder and no other authorizations or approvals by the Selling Shareholder or any parent or affiliate of the Selling Shareholder are required for the Selling Shareholder to execute and deliver this Agreement and each Seller Deliverable to which it is a party, and to consummate the Company PurchaseTransactions and perform its obligations under this Agreement and the Seller Deliverables to which it is a party. Subject The execution and delivery of this Agreement by such Seller, any Seller Deliverable to which it is a party, and the fulfillment consummation by such Seller of the conditions precedent set forth in Section 5.02 hereofTransactions have been duly authorized by all necessary action. This Agreement and each Seller Deliverable to which such Seller is a party have been or will be duly executed and delivered by such Seller, and, assuming this Agreement constitutes the valid and binding obligation of Buyer, constitutes a valid and binding obligation of the Selling Shareholdersuch Seller, enforceable in accordance with its terms, except subject, as to the extent limited by general principles of equityenforceability, by public policy and by to bankruptcy, insolvency, reorganization, liquidation, moratorium, readjustment of debt or moratorium and other laws of general application applicability relating to or affecting the enforcement creditors’ rights and to general principles of creditors' rightsequity, regardless of whether such enforceability is considered in a proceeding at law or in equity. (bii) Neither Except as set forth on Schedule 3.2(s)(ii) of the Company Disclosure Schedule, the execution and delivery of this Agreement nor and each Seller Deliverable to which such Seller is a party does not and will not, and the consummation of the Company Purchase by the Selling Shareholder Transactions will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or acceleration of any material obligation or the loss, suspension, limitation or impairment of a material benefit under, or result in (ior give rise to) conflicts the creation of any Encumbrance (other than Permitted Encumbrances) or any rights of termination, cancellation, first offer or first refusal, in each case, with respect to any of the properties or violates assets of such Seller under any provision of (A) the Selling Shareholder's certificate organizational documents of incorporationsuch Seller; (B) any loan or credit contract, by-laws or other corporate governance document, (ii) conflicts with or violates any law, statute, rule, regulation or governmental requirement or any court or administrative judgment, order, injunction, writ, directive or decree, (iii) conflicts with, results in a breach of or constitutes a default under any note, bond, indenture, security agreement, guarantee, pledge, mortgage, deed of trust, license, lease, contract, lease or other contract or agreement, understandingpermit, arrangement, commitment, instrument franchise or other writing license to which the Selling Shareholder such Seller is a party or by which such Seller or its properties or assets are bound or (C) any Law applicable to such Seller or any of its properties or assets, other than, in the Selling Shareholder is subject or bound, case of clauses (ivB) gives any person, proprietorship, partnership, limited liability company, corporation and (other than the CompanyC), other entity any such violations, defaults, acceleration, losses or third party the right to acquire any Encumbrances that are set forth on Schedule 3.1(b)(ii) of the Shares Seller Disclosure Schedule or any interest that would not be reasonably expected to, individually or in any the aggregate, have a Seller Material Adverse Effect. (iii) Except as set forth on Schedule 3.1(b)(iii) of the SharesSeller Disclosure Schedule, no vote or (v) results in any lien, pledge, security interest, charge, claim, option, right of first refusal, right of conversion, exchange or purchase, or adverse claim or right being placed upon or relating to any consent of the Sharesholders of the equity interests of such Seller that has not been taken or obtained is necessary to approve this Agreement or the Transactions.

Authority; No Violations. (ai) The Selling Shareholder Company has the all requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger to the fulfillment adoption of this Agreement by the conditions precedent set forth Required Company Vote (as defined in Section 5.02 hereof3.1(h)). This Agreement and its The execution and delivery by of this Agreement and the Selling Shareholder consummation of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Board of Directors or other appropriate committee of the Selling Shareholder Required Company Vote. This Agreement has been duly executed and no other authorizations or approvals delivered by the Selling Shareholder or any parent or affiliate of the Selling Shareholder are required for the Selling Shareholder to execute Company and deliver this Agreement and to consummate the Company Purchase. Subject to the fulfillment of the conditions precedent set forth in Section 5.02 hereof, this Agreement constitutes a valid and binding obligation agreement of the Selling Shareholder, Company enforceable against it in accordance with its terms, except to the extent as such enforceability may be limited by general principles of equity, by public policy and by bankruptcy, insolvency, reorganization, liquidation, moratorium, readjustment of debt or other moratorium and similar laws of general application relating to or affecting the enforcement of creditors' rightscreditors rights generally, by general equity principles. (bii) Neither Except as set forth in Section 3.1(d)(ii) of the execution Company Disclosure Schedule and except as, with respect to clauses (B) and (C) below, would not reasonably be expected to have a Material Adverse Effect, the execution, delivery and performance by the Company of this Agreement nor do not, and the consummation by the Company of the Company Purchase by Merger and the Selling Shareholder other transactions contemplated hereby will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of payment, reimbursement, termination, cancellation, modification or acceleration of any obligation or to loss of a material benefit under, or give rise to the creation of a Lien on any property or assets of the Company or any of its Subsidiaries (iany such conflict, violation, default, arising of right, or creation, a “Violation”) conflicts with or violates pursuant to: (A) any provision of the Selling Shareholder's certificate Amended and Restated Certificate of incorporation, byIncorporation or Amended and Restated By-laws of the Company or other corporate governance documentthe comparable governing documents of any Subsidiary, (iiB) conflicts with or violates any law, statute, rule, regulation or governmental requirement Company Material Contract (as defined herein) or any court other loan or administrative judgmentcredit agreement (other than the Credit Agreement (as defined in Section 8.15)), ordernote, injunction, writ, directive or decree, (iii) conflicts with, results in a breach of or constitutes a default under any notemortgage, bond, indenture, mortgagelease, deed of trustbenefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, leaseor (C) subject to obtaining or making the consents, contractapprovals, agreementorders, understandingpermits, arrangementauthorizations, commitmentregistrations, instrument declarations, notices and filings referred to in paragraph (iii) below, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary of the Company or their respective properties or assets. (iii) No material Consent of or with any federal, state, municipal or other writing governmental body, department, commission, board, bureau, agency, court or instrumentally thereof, domestic or foreign (a “Governmental Authority”), is required by or with respect to which the Selling Shareholder is a party Company or any Subsidiary of the Company in connection with the execution, delivery and performance of this Agreement by which the Selling Shareholder is subject Company or boundthe consummation by the Company of the Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ivB) gives any person, proprietorship, partnership, limited liability company, corporation state securities or “blue sky” laws (other than the Company“Blue Sky Laws”), other entity or third party (C) the right Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (D) the DGCL with respect to acquire any the filing of the Shares Certificate of Merger, (E) laws, rules and regulations regulating gaming and lottery and the sale and provision of liquor, including beer and wine and (F) antitrust, investment, merger control or any interest in any other similar laws of other jurisdictions, including but not limited to the Shares, or (v) results in any lien, pledge, security interest, charge, claim, option, right of first refusal, right of conversion, exchange or purchase, or adverse claim or right being placed upon or relating to any of the SharesEC Merger Regulation.

Authority; No Violations. (a) The Selling Shareholder Purchaser has the all requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder subject to consummate the fulfillment transactions contemplated hereby. The Board of Directors of the conditions precedent set forth in Section 5.02 hereofPurchaser has approved the execution and delivery of this Agreement and the transactions contemplated by this Agreement. No other approval of any equity holder or governing body of the Purchaser is required to approve or adopt this Agreement or the transactions contemplated by this Agreement. (b) This Agreement has been duly executed and its delivered by the Purchaser and, assuming due authorization, execution and delivery by the Selling Shareholder have been duly authorized and approved by the Board of Directors or other appropriate committee of the Selling Shareholder and no other authorizations or approvals by the Selling Shareholder or any parent or affiliate of the Selling Shareholder are required for the Selling Shareholder to execute and deliver this Agreement and to consummate the Company Purchase. Subject to the fulfillment of the conditions precedent set forth in Section 5.02 hereofCompany, this Agreement constitutes a legal, valid and binding obligation of the Selling ShareholderPurchaser, enforceable against the Purchaser in accordance with its terms, except to the extent as such enforceability may be limited by general principles of equity, by public policy and by bankruptcy, insolvency, reorganization, liquidation, moratorium, readjustment of debt or moratorium and other laws Laws of general application applicability relating to or affecting the enforcement creditors’ rights and by general principles of creditors' rightsequity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (bc) Neither the The execution and delivery of this Agreement nor by the Purchaser Parties does not, and the consummation of the Company Purchase by the Selling Shareholder transactions contemplated hereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, or the loss of a benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of the Purchaser or any of its Subsidiaries under, require the consent or approval of any third party or otherwise result in a detriment or default to the Purchaser or any of its Subsidiaries under, any provision of (i) conflicts with the charter or violates any provision organizational documents of the Selling Shareholder's certificate Purchaser or any of incorporation, by-laws or other corporate governance documentits Subsidiaries, (ii) conflicts with any loan or violates any lawcredit agreement or note, statute, rule, regulation or governmental requirement or any court bond, mortgage, indenture, lease, contract or administrative judgmentother agreement, orderinstrument, injunctionpermit, writconcession, directive franchise or decreelicense applicable to the Purchaser or any of its Subsidiaries, or to which their respective properties or assets are bound or any guarantee by the Purchaser or any of its Subsidiaries of any of the foregoing, (iii) conflicts with, results in a breach of any joint venture or constitutes a default under any note, bond, indenture, mortgage, deed of trust, license, lease, contract, agreement, understanding, other ownership arrangement, commitment, instrument or other writing to which the Selling Shareholder is a party or by which the Selling Shareholder is subject or bound, (iv) gives assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 5.3 are duly and timely obtained or made, any personLaw or Order applicable to or binding upon a the Purchaser or any of its Subsidiaries, proprietorshipor any of their respective properties or assets, partnershipother than, limited liability company, corporation in the case of clauses (other than the Companyii), other entity (iii) and (iv), any such conflicts, violations, defaults, rights, Liens or third party detriments that, individually or in the right to acquire any of the Shares or any interest in any of the Sharesaggregate, or (v) results in any lien, pledge, security interest, charge, claim, option, right of first refusal, right of conversion, exchange or purchase, or adverse claim or right being placed upon or relating to any of the Shareswould not constitute a Purchaser Material Adverse Effect.

Authority; No Violations. (a) The Selling Shareholder Company has the requisite corporate power and corporate authority to enter into this Agreement and to carry out its obligations hereunder subject to the fulfillment of the conditions precedent set forth in Section 5.02 hereof. This Agreement and its execution and delivery by the Selling Shareholder have been duly authorized and approved by the Board of Directors or other appropriate committee of the Selling Shareholder and no other authorizations or approvals by the Selling Shareholder or any parent or affiliate of the Selling Shareholder are required for the Selling Shareholder to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions, subject to obtaining the Company PurchaseStockholder Approval (as defined in Section 3.17 hereof). Subject Both the execution and the delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate action on the part of the Company, except for and subject to the fulfillment of Company Stockholder Approval. This Agreement has been duly executed and delivered by the conditions precedent set forth in Section 5.02 hereof, this Agreement Company and constitutes a valid and binding obligation of the Selling ShareholderCompany, enforceable against the Company in accordance with and subject to its terms, except subject to the extent limited by applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors' rights and general principles of equity, by public policy and by bankruptcy, insolvency, reorganization, liquidation, moratorium, readjustment of debt or other laws of general application relating to or affecting the enforcement of creditors' rights. (b) Neither Both the execution and the delivery of this Agreement nor the Transaction Documents by the Company do not, and the consummation of the Company Purchase by Transactions and compliance with the Selling Shareholder provisions hereof and thereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of the Company, require the consent or approval of any third party or otherwise result in a material detriment to the Company (any such conflict, violation, default, termination, cancellation, acceleration, right or detriment being a "Violation") under, any provision of (i) conflicts with the charter or violates any provision bylaws or other comparable organizational documents of the Selling Shareholder's certificate of incorporationCompany, by-laws or other corporate governance document, (ii) conflicts with assuming the Company Stockholder Approval, and other consents, approvals, authorizations, registrations, or violates permits and filings or notifications referred to in Section 3.3(c) below (the "Required Company Consents") are duly and timely obtained or made, any lawMaterial Contracts, statuteany Laws or Orders applicable to the Company, rule, regulation or governmental requirement or any court of its properties or assets, any permit, concession, franchise, license or other governmental authorization applicable to the Company, or any agreement, instrument, permit, concession, franchise or license applicable to the Company, other than, in the case of clause (ii) any such Violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any court, governmental, regulatory or administrative judgmentagency or commission or other governmental authority or instrumentality, orderdomestic or foreign (a "Governmental Entity"), injunctionis required by or with respect to the Company in connection with either the execution or the delivery of the Transaction Documents by the Company or the consummation by the Company of the Transactions, writexcept for: (i) the filing with the Securities and Exchange Commission (the "SEC") of a joint proxy statement/prospectus in preliminary and definitive form (the "Joint Proxy Statement/Prospectus") relating to the Company Stockholders Meeting (as defined in Section 6.3 below) to be held in connection with the Merger, directive or decreeand such other compliance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), as may be required in connection with the Transaction Documents and the Transactions; (ii) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the Maryland Department; (iii) conflicts with, results in a breach of or constitutes a default under any note, bond, indenture, mortgage, deed of trust, license, lease, contract, agreement, understanding, arrangement, commitment, instrument or other writing to which the Selling Shareholder is a party or by which the Selling Shareholder is subject or bound, filings with AMEX; (iv) gives such filings and approvals as may be required by any personapplicable state securities, proprietorship, partnership, limited liability company, corporation (other than the Company), other entity "blue sky" or third party the right to acquire any of the Shares or any interest in any of the Sharestakeover laws, or environmental laws; (v) results in any lienthe filing, pledgeif applicable, security interestof a pre-merger notification and report by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, chargeas amended (the "HSR Act"), claim, option, right of first refusal, right of conversion, exchange and the expiration or purchase, or adverse claim or right being placed upon or relating to any termination of the Sharesapplicable waiting period thereunder; and (vi) such consents, approvals, Orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Surviving Corporation or AHM following consummation of the Merger.

Authority; No Violations. (ai) The Selling Shareholder Purchaser has the all requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder subject to the fulfillment of the conditions precedent set forth in Section 5.02 hereof. This Agreement and its execution and delivery by the Selling Shareholder have been duly authorized and approved by the Board of Directors or other appropriate committee of the Selling Shareholder and no other authorizations or approvals by the Selling Shareholder or any parent or affiliate of the Selling Shareholder are required for the Selling Shareholder to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Company Purchasetransactions contemplated hereby. Subject to The execution, delivery and performance by Purchaser of this Agreement and the fulfillment consummation by Purchaser of the conditions precedent set forth in Section 5.02 hereof, this transactions contemplated hereby have been duly and validly authorized by all necessary corporate and shareholder action on the part of Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes a valid and binding obligation agreement of the Selling ShareholderPurchaser, enforceable against it in accordance with its terms, except to the extent limited by general principles of equity, by public policy and by bankruptcy, insolvency, reorganization, liquidation, moratorium, readjustment of debt or other laws of general application relating to or affecting the enforcement of creditors' rights. (bii) Neither the The execution and delivery of this Agreement nor by Purchaser do not or will not, as the case may be, and the performance of this Agreement and the consummation by Purchaser of the Merger and the other transactions contemplated hereby will not, result in a Violation pursuant to: (A) any provision of the certificate incorporation or by-laws of Purchaser or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on Purchaser, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any Contract, Laws or Orders applicable to Purchaser or its properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Purchaser in connection with the execution and delivery of this Agreement by Purchaser or the consummation of the Company Purchase by Merger and the Selling Shareholder other transactions contemplated hereby, except for (A) the Exchange Act, (B) the DGCL with or without notice or lapse of time) (i) conflicts with or violates any provision respect to the filing of the Selling Shareholder's certificate Agreement of incorporation, by-laws or Merger and appropriate documents with the relevant authorities of other corporate governance documentstates in which the Parent is qualified to do business, (iiC) conflicts with rules and regulations of NASDAQ and (D) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or violates any lawobtain would not, statuteindividually or in the aggregate, rule, regulation or governmental requirement or any court or administrative judgment, order, injunction, writ, directive or decree, (iii) conflicts with, results in have a breach of or constitutes a default under any note, bond, indenture, mortgage, deed of trust, license, lease, contract, agreement, understanding, arrangement, commitment, instrument or other writing to which the Selling Shareholder is a party or by which the Selling Shareholder is subject or bound, (iv) gives any person, proprietorship, partnership, limited liability company, corporation (other than the Company), other entity or third party the right to acquire any of the Shares or any interest in any of the Shares, or (v) results in any lien, pledge, security interest, charge, claim, option, right of first refusal, right of conversion, exchange or purchase, or adverse claim or right being placed upon or relating to any of the SharesMaterial Adverse Effect on Purchaser.

Authority; No Violations. (a) The Selling Shareholder has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated hereby subject to the fulfillment of the conditions precedent set forth in Section 5.02 hereof. This Agreement and its execution and delivery by the Selling Shareholder have been duly authorized and approved by the Board of Directors or other appropriate committee of the Selling Shareholder Shareholder, and no other authorizations or approvals by the Selling Shareholder or any parent or affiliate of the Selling Shareholder are required for the Selling Shareholder to execute and deliver this Agreement and to consummate the Company ESOP Purchase. Subject to the fulfillment of the conditions precedent set forth in Section 5.02 hereof, this Agreement constitutes a valid and binding obligation of the Selling Shareholder, enforceable in accordance with its terms, except to the extent limited by general principles of equity, by equitable and other principles of ERISA, by public policy and by bankruptcy, insolvency, reorganization, liquidation, moratorium, readjustment of debt or other laws of general application relating to or affecting the enforcement of creditors' rights. (b) Neither the execution of this Agreement nor the consummation of the Company ESOP Purchase by the Selling Shareholder (with or without notice or lapse of time) (i) conflicts with or violates any provision of the Selling Shareholder's certificate of incorporation, by-laws or other corporate governance document, (ii) conflicts with or violates any law, statute, rule, regulation or governmental requirement or any court or administrative judgment, order, injunction, writ, directive or decree, (iii) conflicts with, results in a breach of or constitutes a default under any note, bond, indenture, mortgage, deed of trust, license, lease, contract, agreement, understanding, arrangement, commitment, instrument or other writing to which the Selling Shareholder is a party or by which the Selling Shareholder is subject or bound, (iv) gives any person, proprietorship, partnership, limited liability company, corporation corporation, other entity (other than the Company), other entity Purchaser) or third party the right to acquire any of the Shares or any interest in any of the Shares, or (v) results in any lien, pledge, security interest, charge, claim, option, right of first refusal, right of conversion, exchange or purchase, or adverse claim or right being placed upon or relating to any of the Shares.